LIMITATIONS OF CETENA’S LIABILITY. 9.1 EXCEPT AS EXPRESSLY SET FORTH IN THE ABOVE SECTION, CETENA MAXIMUM AGGREGATE LIABILITY UNDER OR IN CONNECTION WITH THE AGREEMENT (INCLUDING WITHOUT LIMITATION ITS TERMINATION), WHETHER ARISING UNDER STATUTE OR ARISING IN OR FOR BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF STATUTORY DUTY, INDEMNITY, MISREPRESENTATION OR OTHERWISE, SHALL IN NO CIRCUMSTANCES EXCEED, IN RESPECT OF THE INITIAL PERIOD OR ANY RENEWAL PERIOD, 100% (ONE HUNDRED PER CENT) OF THE TOTAL SERVICE FEE PAYED BY THE CUSTOMER IN THE RELEVANT INITIAL PERIOD OR ANY RENEWAL PERIOD. 9.2 EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, IN NO EVENT SHALL CETENA BE LIABLE UNDER OR IN CONNECTION WITH THE AGREEMENT FOR ANY LOSS OF REVENUE, LOSS OF ACTUAL OR ANTICIPATED PROFITS, LOSS OF CONTRACTS, LOSS OF THE USE OF MONEY, LOSS OF ANTICIPATED SAVINGS, LOSS OF BUSINESS, LOSS OF OPPORTUNITY, LOSS OF GOODWILL, LOSS OF REPUTATION, LOSS OF DAMAGE TO OR CORRUPTION OF DATA, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, RELIANCE, EXEMPLARY, PUNITIVE, OR OTHER SIMILAR LOSS OR DAMAGE OF ANY KIND, IN EACH CASE HOWSOEVER ARISING, WHETHER SUCH LOSS OR DAMAGE WAS FORESEEABLE OR IN THE CONTEMPLATION OF THE PARTIES OR UNFORESEEABLE, AND WHETHER ARISING UNDER STATUTE OR ARISING IN OR FOR BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF STATUTORY DUTY, INDEMNITY, MISREPRESENTATION OR OTHERWISE. 9.3 CETENA SHALL HAVE NO LIABILITY UNDER OR IN CONNECTION WITH THE AGREEMENT IN RESPECT OF ANY THIRD-PARTY PRODUCTS PROVIDED BY THE CUSTOMER FOR THE PURPOSES OF THE AGREEMENT AND ANY RIGHTS AND/OR REMEDIES OF THE CUSTOMER IN RESPECT OF SUCH NON- CETENA PRODUCTS SHALL BE EXERCISABLE BY THE CUSTOMER SOLELY AGAINST THE RELEVANT THIRD-PARTY. 9.4 THE CUSTOMER EXPRESSLY ACKNOWLEDGES AND ACCEPTS THAT THE OUTPUTS OF THE SERVICES, INCLUDING ANY DELIVERABLE, SHALL NOT, UNDER ANY CIRCUMSTANCES, BE USED AS EQUIVALENT TO A LEGAL OR PROFESSIONAL ADVICE IN RESPECT OF ANY MATTER ON WHICH SUCH ADVICE IS, SHOULD OR COULD BE SOUGHT, NOR SHALL BE RELIED UPON FOR ANY OF THE ABOVE PURPOSES, WITHOUT PRIOR AUTHORIZATION BY CETENA. 9.5 NOTHING IN THIS SECTION OR OTHERWISE IN THE AGREEMENT SHALL EXCLUDE OR IN ANY WAY LIMIT CETENA LIABILITY FOR (I) FRAUD, (II) DEATH OR PERSONAL INJURY CAUSED BY ITS OWN NEGLIGENCE, (III) ANY STATUTORY OR OTHER LIABILITY TO THE EXTENT THE SAME MAY NOT BE LIMITED OR EXCLUDED AS A MATTER OF LAW. 9.6 THERE ARE NO CONDITIONS, WARRANTIES, REPRESENTATIONS OR TERMS THAT ARE BINDING ON CETENA EXCEPT AS SPECIFICALLY AND EXPRESSLY STATED IN THE AGREEMENT. ANY CONDITION, WARRANTY, REPRESENTATION OR TERM WHICH MIGHT OTHERWISE BE IMPLIED INTO OR INCORPORATED IN THE AGREEMENT OR ANY COLLATERAL CONTRACT, WHETHER BY STATUTE OR OTHERWISE, IS HEREBY EXPRESSLY EXCLUDED. 1 SCOPE OF WORK: GRANT OF LICENCE 1.1 CETENA hereby grants to the CUSTOMER, that accepts, against the payment of the License Fee, a non-exclusive, non-transferable, non-sublicensable, limited licence (the “License”) to use the Software for the purposed, at the site (an within the territory ) indicated in the Purchase Order. 1.2 Without prejudice to the provision of the above Paragraph, the CUSTOMER shall make the Software available to the authorized user (or an additional user added as per Paragraph 1.3 below), subject to the execution by and between the CUSTOMER and the latter of a sub-license agreement related to the Software, providing for terms corresponding to these GT&C. A written copy of such sub-license agreement shall be promptly provided to CETENA upon request of the same. 1.3 The License is valid limitedly to the authorized users and the site indicated in the Purchase Order. Without prejudice to the above, CETENA, following to a CUSTOMER’s request, may add to the authorized users one or more additional authorized users (as CETENA may deem appropriate in its sole and autonomous judgement), subject to the payment by the CUSTOMER of an additional fee as per Paragraph 4.4 below. 1.4 No use of the Software and/or of the Documentation, other than those expressly provided in these GT&C, is permitted to the CUSTOMER and/or any third party. 1.5 By way of example, and with no limitation to the maximum extent allowed by the applicable law, the CUSTOMER, neither directly nor indirectly (e.g. through any Affiliate or other third party), shall: (a) make copies of the Software and/or of the Documentation for any purpose or reasons. Without prejudice to this restriction, the CUSTOMER is entitled to make 1 (one) copy of the Software solely for back-up purposes. Said back-up copy of the Software shall include all the copyright/proprietary rights notice(s) embedded in and affixed to the Software; (b) publish or transfer, in any form and through any means, the Software and/or the Documentation, or copies thereto, to any third parties; (c) let the Software and/or the Documentation be used by any third parties; (d) reverse engineer, decompile, disassemble or create derivative works of any kind of the Software and/or of the Documentation. 1.6 The License applies to the Licensed Version of the Software and the relevant Updates and does not extend to the New Versions of the Software. CETENA, in its sole discretion, may release to the CUSTOMER the New Versions of the Software subject to the terms and conditions due to be agreed between the Parties in due time. 1.7 The CUSTOMER shall inform its personnel (including self-employed personnel and agents) who may have access to the Software of the restrictions contained herein and shall ensure their compliance with these restrictions.
Appears in 2 contracts
Sources: General Agreement, General Agreement